Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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CONTINUING DISCLOSURE CERTIFICATE This CONTTNUING DISCLOSURE CERTTFICATE(the"Disclosure Certificate")is executed and delivered by the Cl7'Y OF REDWOOD CTI'Y(the"City")in rnnnection with the issuance of by the City of Redwood City Public Finanang Authority (the "Authority") of its $20,235,000 City of Redwood City Public Financing Authority(San Mateo County,California)Water Revenue Refunding Bonds,Series 2015 (the"Bonds").The Sonds are being issued pursuant to an Indenture of Trust,dated as of May 1,2015(the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee').The Bonds shall be secured by a pledge,charge and lien upon Net Revenues(as such term is defined in the Indenture).Pursuant to Section 5.21 of that certain Installment Purchase Contract,dated as of May 1,2015,by and between the Authority and the City,the Agency covenants and agrees as follows: Section 1.Uefinitions.In addition to the definitions set forth in the Indenture,which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section 1, the following capitalized terms shall have the following meanings when used in this Disclosure Certificate: "Annual Report" shall mean any Annuai Report provided by the City pursuant to, and as described in,Sections 3 and 4 of this Disclosure Certificate. "Benefeciat Owner"shall mean any person who(a)has the power,directly or indirectly,to vote or consent with respect to, or to dispose of ownership oE, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries),or(b)is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent"shall mean U.S.Bank National Associa#ion,or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.In the absence of such a designation,the City shall act as the Dissemination Agent. "EMMA" or "E►ectronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds,notes and other securities as issued by state and local governments. "Listed Events" shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Participating Underwriter" shall mean any original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. Section 2.P�rvose of the Disclosure Certificate.This Disclosure Certificate is being executed and delivered by the City for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5).